Wednesday, November 23, 2016

SES Prices Hybrid Bond Offering of EUR 550 Million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

LUXEMBOURG - Wednesday, November 23rd 2016 [ME NewsWire]

(BUSINESS WIRE)-- Subhead of release should read: NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

SES PRICES HYBRID BOND OFFERING OF EUR 550 MILLION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

SES S.A. (Euronext Paris and Luxembourg Stock Exchange: SESG) announced the pricing of a second hybrid bond offering, complementary to the first hybrid offering completed in June 2016. This brings the total quantum of hybrid debt to EUR 1.3 billion.

SES has agreed to sell:

EUR 550 million of Deeply Subordinated Fixed Rate Resettable Securities with a first call date on 29 January 2024 Coupon of 5.625% (Yield of 5.75%)

The transaction is also fully consistent with SES’s commitment to maintaining its investment grade credit rating (BBB/Baa2).

The Securities will be guaranteed on a subordinated basis by SES Global Americas Holdings GP. SES intends to use the net proceeds from the offering to repay certain existing indebtedness of the group (including the remaining existing indebtedness of O3b) as well as for general corporate purposes.

The hybrid bonds issued by SES are non-dilutive instruments that are expected to receive 50% equity treatment from each of Moody's and Standard & Poor’s and be classified as equity under IFRS.

Padraig McCarthy, Chief Financial Officer of SES, commented: “The successful completion of SES’s second hybrid issuance in benchmark size is another important milestone and is an important element of SES’s financing strategy. The transaction was strongly supported by a wide range of high quality existing and new investors.

A substantial part of the proceeds will be used to complete the refinancing of the entire O3b debt in 2016, allowing SES to increase the amount of financial synergies realised from 2017. These synergies will complement O3b’s continuing strong operational performance."

J.P. Morgan acted as sole Global Co-ordinator and Structuring Agent & Joint Bookrunner. The other Joint Bookrunners were Deutsche Bank, Goldman Sachs International and HSBC. BBVA and Commerzbank also participated as Co-Lead Managers.

The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. No public offering of securities will be made in the United States of America or in any other jurisdiction where such an offering is restricted or prohibited. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Directive 2003/71/EC of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (each, a “relevant member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the securities may only be offered in relevant member States: (a) to qualified investors (as defined in the Prospectus Directive, including as amended by directive 2010/73/EU, to the extent that this amendment has been implemented by the relevant member State); or (b) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the Prospectus Directive (as amended by directive 2010/73/EU, to the extent that this amendment has been implemented by the relevant member State).

With respect to the United Kingdom, this notice is only directed at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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SES (Euronext Paris and Luxembourg Stock Exchange: SESG) is the world-leading satellite operator, with more than 50 geostationary satellites (GEO) and, through its subsidiary O3b Networks, 12 medium Earth orbit satellites (MEO). Focusing on value-added, end-to-end solutions in four key market verticals (Video, Enterprise, Mobility and Government), SES provides satellite communications services to broadcasters, content and Internet service providers, and mobile and fixed network operators, as well as business and governmental organizations worldwide. SES's fleet includes the ASTRA satellite system, which has the largest Direct-to-Home (DTH) reach in Europe. Through its ownership of O3b Networks, SES significantly enhances existing data capabilities, and is the first satellite provider to deliver a differentiated and scalable GEO-MEO offering worldwide. Another SES subsidiary, MX1, is a leading media service provider and offers a full suite of innovative digital video and media services.